Erebus: Episode 1
by Honey Mead
Summary: Surprise! Surprise! Surprise! The Royal Sister Music Hall is reopening after being closed for renovations for almost two years. Everypony whose anypony will be there, including two ponies who haven't shown their faces in Canterlot for nearly a decade.
1. Chapter 1

Surprise! Surprise! Surprise!

[Begin Prologue]

Celestia waited for the clatter of hooves to fade away before speaking, "You will not win. Twilight will stop you."

"Of course she will," replied the draconequus, slouching in a wingback chair in the middle of the Hall of Legends. He didn't even look up from the, upside-down, book held in his talon. A lion paw adjusted the half-circle reading glasses he wore before turning to the next page.

Celestia ignored all of this, par for the course as it was, focusing on the draconequus' red pupiled eyes. Knowing the futility of mincing words with the self-proclaimed 'Lord of Chaos', she chose the direct approach. "What?"

"I said, 'Of course she will.'" Discord flipped to the next page of the book. "See, it says so right here." He held out the book so that the Alicorn could read the words.

Celestia's eyes quickly scanned the page, her brow reaching higher and higher with each sentence. Coming to the end, she reached out with her magic to flip to the next. When nothing happened her eyes fell to the ground. "Please turn the page."

"Nuh uh uh," Discord chided. "Spoilers."

Celestia's anger boiled at the taunt. "If you know you will be defeated, then why aren't you stopping it?"

"Because, I never said she would win." Discord rose-all his accoutrements vanishing as he did so-to stand before the Princess. Cupping her chin in his paw he held her muzzle to his own. Unable to look away, she watched as his face changed, the almost goofy features hardening, becoming truly sinister. For the first time in her life Celestia felt afraid. "Do you want to see what comes after?"

Celestia's voice trembled as she spoke, "You can not see the future."

"No, but I have no need. There are things that will happen, because there will be nopony to stop them from happening. Your precious student will beat me, because I will allow it. It won't matter, she will still lose in the end. Look into my eyes, see what will be, what you can not stop."

She tried to look away, to avert her eyes, but it did no good. Images flashed before her mind, scenes from a world she barely recognized. Her eyes slammed shut, tears dripping to carpet at her hooves. When Discord finally released his grip she turned away, fighting for composure.

With no horn to hold it in place, her golden tiara fell. It struck the ground, bouncing and rolling across the floor with the soft ring of metal on stone. She watched in silence as the lightest of her burdens came to rest at the scaled foot of Discord. An old sensation washed over her, one she hadn't felt in so long that she didn't recognize it at first. She wanted to laugh for the heavy weight lifting from her back; she wanted to cry for the loss of it's ever present comfort.

"Come, Celestia, it is time to go." Discord placed his paw on her withers, leading her down the hall.

[End Prologue]

!S!+!S!+!S!

Well dressed ponies trotted up to newly renovated Royal Sister Music Hall. A white earth pony mare in a sharp red suit and small flat-topped hat stood by the door. She bowed her head and smiled at the arriving guests, holding the door to expedite their entrance. The nobility, of course, paid her no mind as they entered.

A moment of observation passed and Rarity stepped out of her cab and onto the streets of Canterlot. The cool, crisp mountain air helped to refresh her mood as she made her way to the entrance. Passing the porter, Rarity returned the smile with a slight bow of her head. The minute effort was repaid in full when the blonde mare produced a genuine smile to replace the plastic one she had been wearing.

Rarity stepped into the brand new lobby and marveled at the opulence of the renovations. Where before candlesticks and chandeliers had flickered with a soft, orange light, there were now the new magic-powered 'glow bulbs' casting a far steadier, if less warm, illumination. Gone were the sweet aromas of beeswax and slight sting of smoke, replaced by nothing but the perfumes and colognes of ponies who completely lacked any understanding of subtlety or conservation.

Rarity couldn't help but grimace at the audacity of it all. Though her dress was far from a simple affair, and would fetch a high price at any store, she only wore it as a matter of necessity. The odd realization that she no longer felt comfortable in such a dress and finery of setting was off-putting. Had she really changed so much?

She closed her eyes to center herself, her magic reaching out to straighten the nonexistent bunches in her dress. This was not just another social event; this was her chance to reestablish herself. She could not afford such thoughts and doubts. Her eyes reopened. A gracious smile forced the corners of her lips up, it would be enough to fool these snobs.

The hall was filled with well dressed ponies, all wealthy aristocrats or government officials, or both. There had been a time when she desired to be counted as an equal amongst these ponies; how foalish she had been. She had been forced to reassess a great many things in the past years and the first had been her views on high society. Still, they were not all bad.

"I say, Lady Rarity? Is that you?"

Flipping her mane with practised grace she turned to face the welcome voice. "Fancypants? Why, dah-ling, it has been simply ages. How are you doing?"

"Marvelous, simply marvelous, my dear," he replied. A simple, if expensive, black coat and blue tie adorned the white stallion's chest and neck. He lifted her hoof in one of his own, his carefully trimmed mustache tickling her fetlock as he kissed it. "You're as beautiful as you were the day we met. But, I must ask, what have you been up to these past years? I haven't seen bit nor bridle with your name since..." His smile faltered slightly as his voice trailed off, unwilling to speak the words.

Rarity quickly moved to fill the awkward silence, "After... well, I decided to take some time for myself. A sabbatical, as t'were. This is, in truth, my first outing since my return to Canterlot."

"Then allow me to be the first to welcome you back. Come, there are ponies here to whom I simply must introduce you. They will be ever so delighted to finally meet the legendary Lady Rarity."

Her smile became just a slight more genuine. "Quite."

Rarity's eyes seemed to take in every detail as they approached the first group of ponies. The former, and soon to be returned, fashionista nearly gasped in recognition of the cream coated earth pony at the center of attention. She wore what normally would have been called a business cut dress were it not for the maroon and pink coloring that matched her mane and the way it accentuated her form.

"Chancellor," Rarity said, offering her hoof and a smile, "it's a pleasure to see you again."

"Rarity. This is a surprise." The two mares hooves touched briefly. "Please, there is no need for titles between old friends."

"Of course, Roseluck. Congratulations on your re-election."

"Thank you, though it took so little effort on my part, I'm not sure I deserve the congratulations."

Rarity did not miss the twist of inflections, nor did she hold back the expected praise. "But you do, dear. Being unopposed is only proof that you deserve the position all the more."

"Hehe, there might be some truth to that. But I'm afraid you have me at a great disadvantage. My life has no doubt been plastered about the newspapers and is of little interest. I, however, haven't the slightest idea what you've been up to for the past, what has it been, six years?"

"I assure you, recounting my recent past would not-"

"R-Rarity?" a familiar voice called out from behind the unicorn. "Rarity, is that you?"

Rarity's heart jumped into her throat. Joy and fear warred inside her, all of her preparation for this moment had done her no good. Swallowing the lump that threatened to strangle her, she took a deep, calming breath. Turning slowly, she came face to face with a piece of her past that she had missed desperately. Joy quickly won out at the sight of the lavender eyes as tears began to form in her own. "Twilight!"

The two unicorns ignored all formality and leapt to close the gap between them, embracing warmly. Twilight, lacking the practiced grace of her friend, began to giggle uncontrollably. "Oh Rarity, heeheehee. You've no idea how happy I am to see you."

"Twilight, darling, I know, I know," she said, pulling away from the hug. A quick glance back at Fancypants showed the stallion giving a smile and a nod before turning back to the Chancellor. Rarity took a step back from her friend and began to circle her. "I see I have returned just in time," she said, casting a critical eye over the other mare's outfit. Twilight wore a silver crown studded with sapphire gems and a purple cape lined with white fur. "Where did you get that... thing? Please tell me that isn't from the Hearth's Warming Eve pageant."

Twilight blushed, trying to shrug deep into the high collar. "Heehee, maybe..."

"That simply will not do. Do you not have seamstresses? Surely you have something more modern you could wear."

"Unfortunately, I'm not simply Twilight Sparkle anymore," she sighed, "and ponies expect a certain appearance."

"Well of course they do, and you should meet those expectations, but that does not mean you can't be fabulous." Rarity stopped in front of her friend, "The crown is... a little much, a tiara, however... and that cape. No, that simply will not do. Give me two days and I will have a proper outfit designed for you." Twilight opened her mouth to protest, but Rarity quickly cut her off. "It wasn't a request, dear." Rarity paused again, eyeing Twilight up and down a final time, "Your measurements have changed slightly-"

Twilight cut her off, throwing her forelegs around the other's neck. Tears sprung to the corners of the ex-librarian's eyes. "That would be wonderful, Rarity. Thank you."

The two pulled apart again, only for Rarity to gasp. "Where are my manners?" Leading with her left foreleg, she bowed, nearly touching her horn to the carpeted floor. "My apologies, Princess."

"Nonono! Please don't do that." Twilight pulled her friend out of the bow. "Not you. It's bad enough from everypony else."

Magicking her dress straight, Rarity said, "Of course, of course. I can't say that I agree, but I understand. Now tell me, how have the others been? I've tried to keep tabs on everypony, but... well, the others stayed out of the papers."

Twilight's face fell. The tears that had been threatening to overrun her eyes dried up. She sighed heavily. "Things... have been difficult since you left. We've all changed... the world's changed," she finished weakly, her eyes cast to the floor.

Rarity winced at the sudden shift of Twilight's mood and quickly moved to recover the conversation. Lifting the unicorn's chin, she looked into her friend's eyes. She froze for a moment as she finally took in Twilight's face. Gone was the bookish filly she had known. In her place was a mare, haggard and drawn, struggling to carry the burden no mortal pony was meant to bear. "Perhaps we should speak of these things later," Rarity offered. "After the show we will get together over a cup of tea."

Twilight nodded, forcing a smile. "Yes, I think I'd like that."

There was a pause as the two unicorns searched each other's eyes for more to say, neither wanting to continue, neither wanting to leave. One with questions that could only cause pain, the other with nothing but pain to offer. Rarity tried to summon up her voice, but words failed her.

Twilight finally broke the silence, "I... I must go make my rounds and... I'm sure you have other ponies you wish to speak to."

"Yes... of course... after the concert then?" Rarity asked, unable to keep the disappointment from her voice.

"Yes... after the concert," Twilight nodded.

After one last soft embrace, the two smiled at each other before heading their separate ways.

Rarity watched from the corner of her eye as her old friend disappeared back into the crowd. She took a moment to compose herself. She had expected Twilight to be there-she had been counting on it-but this was not what she expected. How bad could things have really gotten that they couldn't speak of their friends? Rarity allowed herself an unladylike nicker to cast aside the thoughts; everything would be sorted out soon enough.

Ready to face the aristocracy once again, she turned, expecting to find Fancypants standing close by. Disappointment finally broke through her facade at the lack of the debonair stallion, her muzzle turning down in a pitiable frown. He was her anchor in this sea of self-importance and arrogance. His chivalry had never ceased to amaze and comfort her. From the first time they had met all those years ago, he was one of the few nobles who seemed worthy of the title. Unbidden memories of a gala long ago surfaced. If only Fancypants had been a prince, instead of-

"Him!" Rarity's voice dripped with venom at the sight of the white stallion sauntering into the lobby: That snout pointing ever so slightly up at the rafters, those golden locks of mane laying limp across his brow, and that overpriced collar and tie adorning his chest and neck.

'Ex' prince Blueblood-she smiled evilly at that-entered as though he owned the theater. His bored expression didn't alter as he cast his gaze about the room, lacking the decency to even pretend that anypony else could possibly be worth his time. Rarity had half a mind to slap him out of principle.

"Miss Belle?"

For what seemed the tenth time in as many minutes, Rarity turned at the sound of a vaguely familiar voice calling her name. The brown stallion behind her wore a white jacket over a black shirt. An alabaster tie accented the outfit with a large pin in the shape of a money sign holding it in place against his chest. His jet-black mane glistened from the wax used to slick it back.

Rarity barely managed to maintain her composure. "Filthy! How... n-nice... it is to see you again."

"Please, I prefer Rich."

!S!+!S!+!S!

"So much excitement, and the evening has only just begun."

"Was there a particular bit of the excitement that interested you?" Fancypants asked, not bothering to look at the pony beside him.

His compatriot did not respond right away and the private box fell back into silence. Knowing the futility of pressing the subject, Fancypants remained quiet, allowing the gentle murmur of the ponies below to fill the stillness. His gaze drifted lazily, admiring the decor of the newly renovated music hall.

Their balcony seats on the Celestial side of the Royal Sisters Music Hall overlooked the entire theater. The wall opposite them was painted in the a style not far different from von Trough's 'Luna's Night' with the private boxes representing the moon as it passed through the starlit sky. Ebony carvings of Luna acted as legs for the arches supporting the ceiling between each box. At the center of the arches, effigies of the two Princesses held of the symbol of Harmony. The arches continued down with similar depictions of Celestia in white marble. The wall from which Fancypants sat was a most gorgeous rendition of the sun arcing across the sky, with Dawn near the entrance and Dusk by the stage.

"How much do you know of Lady Rarity?"

The unicorn levitated a kerchief from the pocket of his jacket and carefully cleaned the lens of his monocle before replying. "Less than you, I am sure. Though if you are asking my opinion, she is still the bearer of Generosity and from my experience a mare whose faults are far outweighed by her virtues."

"Do you see who she is seated with?"

Shifting his gaze to the crowd below, it didn't take long for Fancypants to spot the mare in question. He could not stop his brow from rising. "Surely you are not implying that she is in league with Mister Rich."

"And What if I am? Is she not the long time friend of our fair Princess? Why, then, would she keep such company?"

Fancypants was forced to chew on that for a moment. Much had changed in the last few years. Rarity would not be the first pony in whom he had lost his faith. His eyes drifted to another private box across the hall.

Twilight Sparkle sat in the company of her advisers and one of the higher ranking mages from the School. "It is possible that the Princess could not make the arrangements on such short notice. Even you had not expected Lady Rarity's return."

"She returned to the city three days ago. I anticipated her attendance."

Fancypants was saved from having to respond by the lights from the chandeliers dimming. A pair of spotlights flared to life, illuminating a single spot on the stage below. The red curtains drew back enough to reveal a single ash grey pony standing next to a cello that was easily as large as she was.

A hush fell over the crowd as they waited. All was quiet, the pony on stage as unmoving as a statue. She brought up her bow, placing it along the strings. With all due reverence, she drew the bow across the strings and the first note of the 'Ode to a Dawn' filled the Royal Sisters Music Hall. As the first chords ended, the curtain pulled back to reveal more musicians adding their own notes to the symphony.


	2. Chapter 2

Surprise! Surprise! Surprise!: Part 2

A near invisible figure perched atop the roof across the street watched the patrons of the Royal Sisters Music Hall spill into the street. His eyes scanned the herd as it dispersed, intent on spying a singular pony. The permanent frown upon his lips deepened as he spotted his quarry and the pony accompanying him.

Too far away to hear their words and at a poor angle to read their lips, the unicorn was forced to settle for studying their body language. The white suited stallion seemed at ease, confident in his circumstance. When his head turned to a more advantageous angle it displayed a cocky, self assured grin. The mare, however, struggled to maintain a sophisticated air. Her poise was to be admired, though it did little to hide her nervousness from his eyes.

The watcher's attentions was diverted by the arrival of an auto-carriage. Indeed many of the departing ponies stopped to gaze at the arcano-tech powered vehicle. The cab was little different from a standard carriage in design: A wood built frame with padded seats and curtains to provide privacy when desired. The major change came in the hitch, or rather the lack thereof, replaced by the arcano-tech motor sitting over a forward positioned front axle. Behind the axle was a similarly boxed-in seat for the driver.

A large, brown earth pony wearing a cheap, though tailored, black suit stepped out of the driver's compartment and held the carriage door open for Filthy Rich and Lady Rarity to enter. Rich motioned for her to climb in first. She hesitated.

Before Rich could insist, a group of five unicorns headed by none other than the Princess inserted themselves into the developing scene. After a short clipped conversation, Rich excused himself with a bow before entering the carriage alone. The unicorns remained stationary, watching as the auto-carriage shook to life and slowly pulled away from the music hall. Even from his perch across the street Lady Rarity's relief was palpable.

Effectively cleared of association, the watcher wasted no more time and turned to gallop after the auto-carriage as it began to pick up speed. For two years he had been following Filthy Rich almost everywhere he went in the hopes that he would slip up. The business pony was no foal, however, and had not once led the shadow-cloaked figure to his prize.

The Riches had always been a family with money, even before Stinking Rich first dealt with the Apple family and opened their first store, but it was Filthy who had truly expanded the wealth of the family into a veritable empire. He was a master of distribution, always able to get the right goods to the right place at the right time. Nopony could figure out how he managed it, and he refused to talk, but that was hardly a crime. The felony rested in [i]what[/i] he was distributing in these dark days of Canterlot.

The watcher maintained an even canter along the rooftops, leaping the spaces between buildings as he trailed after the auto-carriage. The appeal of carriages had always been in the luxury they afforded, rather than practicality. With a full four pony team they could reach decent speeds, but still fell short of any pony on hoof. The auto-carriage was no different, doing little more than replacing the pull team with an arcane-engine and driver.

A sudden right turn brought the stallion up short. He watched as the auto-carriage rattled down the cobblestone road leading down the mountain, toward the lower districts.

His face warred between a smile and a deeper frown for a moment before he kicked off and leapt into the air. The cape that had been streaming behind him flared out in a soft blue glow. The stiffened cloth caught the air and he sailed across the street. Landing on the next roof he took off at a gallop to make up the lost ground.

The gallop became a canter as the watcher closed the gap with the carriage. To his surprise the passenger door swung open and the large, brown bodyguard tumbled out into the street. The mass of limbs bounced over the cobblestones, rolling to a stop in the gutter.

Quickly diverting his course, the unicorn dropped to the street, landing beside the motionless bodyguard. The pink and blue frosting smeared between the stallions eyes was all he needed to see. There was nothing he could do for him.

Lifting a hoof toward the nearest building, a black cable shot out and attached itself to the roof. A quick snap of his fetlock and the unicorn rocketed into the air. The cable detached from the overhang as the shadow passed. His cape flared briefly until he touched back down on the roof and continued the pursuit of his prey.

!S!+!S!+!S!

More than ever before, Twilight felt the oppressive weight of the crown resting on her brow. She wanted nothing so much as to teleport it over the nearest active volcano and let the blasted silver circlet melt in the bubbling inferno. But every time she started to gather her magic the image of Celestia's disapproving frown would crash down upon her like a mountain. Responsibility was not something one could simply cast aside.

Twilight did her best to carry the weight as she strode through the castle halls, the steady click of horseshoes echoing off the stone walls. Rarity, walking just at the edge of her vision, was the perfect picture of grace and poise. Twilight did not envy her friend as such, rather she wished not to have need to worry of such things herself. 'If wishes were wings-' Twilight grimaced and stopped that train of thought before it could develop further.

Her mind quickly turned to the events of the evening. The unfettered joy of Rarity's appearance had been quickly tempered by the opening of old wounds long healed over. Her sudden departure those years ago had torn her heart out. Only the needs of those around her had made it possible for her to bury the pain. The prospect of the conversation around the corner was one Twilight found herself both desperate for and dreading in equal measure.

The ornate double doors to her study opened with barely a thought. The scent of candles, books, and ink greeted her like old friends. For the briefest second she was able to relax in the familiar surroundings. Twilight picked her favorite cushion on the far side of the coffee table, facing the door as she sat back on her haunches.

Rarity stepped into the private study a moment later, freezing in surprise. Twilight watched her friend's eyes widen at the sight of the rooms accoutrements. Plush cushions circled around a low wide coffee table of dark mahogany. Between each of the cushions were smaller ebon side tables edged in gold filigree, the corners of red velvet cloths hanging over the sides. A number of golden candle stands reflected in her wide eyes as she took in the multitudes of carpets and the floor to ceiling bookcases filled to bursting that made up the walls.

"I may have been hasty in assuming you were still the humble librarian I met all those years ago."

Twilight forced a small smile. "The last few years have not been kind to my innocence. But you can thank Shiny for this room, it was hardly my first choice."

"That isn't surprising in the least." Rarity's smile came easier than hers as she took the cushion next to her.

Twilight turned away, her eyes focusing on the fresh pot of tea sitting on the low table waiting to be poured. Taking the delicate pot in her magic she filled the two small cups and offered one to the mare beside her. Rarity took the cup in her own magic without a word, smiling patiently.

Neither spoke as they enjoyed the first sip of the freshly brewed tea. Twilight's eyes closed, breathing in the vapors of the steaming drink. The spicy tang of the tea mixed with the soft hint of perfume wafting softly from the mare beside her plucked at memories long set aside. Tea, half swallowed, caught in her throat. A hoof to her muzzle failed to hold back the brewed liquid being thrown back by her hacking cough.

Before Rarity could ask, Twilight held up a hoof to stop her. Fighting through the laughter trying to take over, she said, "Do you remember when-when Pinkie and Rainbow put purple dye in your tea? And and you- you didn't notice until-until you were at dinner with-with-"

Rarity's hoof pressed against the base of her horn. "With Hoity Toity, and he thought it was to be the next big thing. Yes, I do remember that particular incident. I still don't see what's so funny about it."

Twilight took a calming breath. "Hmmm. I still don't know how you managed to get into Rainbow's house. Much less dye and style her mane without her noticing."

"A lady must have some secrets," Rarity said coyly, bringing the cup to her lips. "This really is a lovely brew."

Inhaling more of the spiced steam wafting from the cup, Twilight smiled. "Yes, it's a gift from Spike. A special blend-"

Rarity gasped. "Little Spikey Whikey?"

"He's not so little anymore..."

!S!+!S!+!S!

Filthy Rich groaned, pressing a hoof against his temple. With more effort than it should have taken he forced himself back up to a sitting position. The steady hum of the arcano-tech engine and the rumble of the wheels running over the rough cobblestone road filled his groggy ears.

His eyes went wide when his memories flooded back. A cry of surprise and pain. The sound of a door opening and a heavy weight falling out of the cabin. The white faced pony poking her head through the partition and blasting an air horn in his face. The acidic smell filling his nose followed by drowsiness.

Reaching a hoof for the door he made to jump from the still moving vehicle.

"Tut, tut, tut. I wouldn't do that if I were you."

Rich froze, slowly turning to face the source of the happy voice. The blonde maned, white coated mare poked halfway through the partition separating the driver and passenger compartments. Her forelegs danged to the padded seat, rolling a blue iced cupcake from side to side. He couldn't tear his eyes from the spinning confectionery.

"It would be terribly rude of you to not come to the party I planned just for you."

Rich sat back down, trying to recover what dignity he could. Running a hoof through his slicked, black mane he finally looked up at the mare.

He swallowed down the disturbing sensation boiling in the pit of his stomach at the sight of her eyes. The smile on her muzzle reflected perfectly in the violet orbs. That, and the complete lack of malice, made the normally confident stallion very uncomfortable. Despite the visual evidence, he struggled to connect the mare with the cupcake in her hooves, as though the existence of one disallowed the existence of the other.

A glance through the partition showed the reins sitting limp at the drivers station. "Wh-whose driving?"

"Madam le Flour, of course." The mare put a hoof to the side of her muzzle as though to keep somepony else from hearing. "Between you and me, she's not very good behind the reins. But don't tell her I told you, she's very sensitive about it."

Rich nodded, stopping himself from asking a questions that he didn't think he wanted to know the answer to. The carriage took a sudden sharp turn to the left, nearly throwing him into the door. The mare gasped before disappearing back to the driver's seat.

Freed from the mare's gaze Rich found his faculties begin to reassert themselves. A pony in his line of work did not survive long without the ability to handle difficult situations. Rival's had been at his throat almost since day one and there was a reason he was still on top.

Before he could do much more than rally himself the carriage pulled to a stop, robbing him of the chance to flee. The door beside him pulled open with far more force than necessary.

The smooth rail of sling poked into the cab. "Come on out, Mister Rich. Heh heh heh, you don't want to be late for the 'party'."

The thought of making a break for it was quickly dispelled at the sight of the eclair mounted on the sling. Survival instincts dictated that, for now, following along was in his best interest. Careful to not make any sudden movements, Rich complied with the orders and, with as much dignity as he could muster, exited the vehicle.

Two large earth ponies leveled their slings at him as he stepped into the light of the street lamp. They were green and blue of coat and both wore conical party hats over their orange manes. The sight of the hats did not bother Rich as much as it should have, assuming that they were just the newest gang to try and force their way into Canterlot.

The blue one motioned Rich toward the door of the nondescript warehouse that the carriage had stopped outside of. Once again complying without word or protest, Rich began trotting toward the entrance. Leaving the carriage and open air behind the three ponies entered the warehouse.

The few times he had been questioned on the subject of his success, Filthy Rich had always been quick to ascribe his success in business to things like market research, smart investments, and timing. While these may indeed have helped, the truth was far simpler. Filthy Rich knew ponies. He knew what ponies wanted and when they wanted it. But more importantly, he knew, and surrounded himself, with ponies who could get things done. His approach to business had always been as hooves off as possible, preferring to have trusted lieutenants take care of the details so that he could focus on the larger issues.

This particular style of leadership has had many advantages for Rich. One of which was that he could never be truly connected to the more illicit side of his business. He simply did not track many of the finer details, other than the books of course, as he had complete faith in the ponies under him.

As such Filthy had little reaction to the seemingly generic warehouse that the brutes lead him through. It wasn't until the sixth turn that he realized that he had no idea how to get out. The entire layout of the warehouse was a maze of boxes, crates, storage containers, and walls.

The procession made a final right turn and Rich froze. The path ended in a large open space. Four long tables covered in a myriad of chemistry equipment, that he couldn't even begin to guess at, lined either side of the front half of the floor space with a wide space between the two sides. Three more armed earth ponies stood in a cluster in the opening, breaking off their conversation at the new arrivals.

Rich almost didn't notice them, his attention stolen by the machine at the back of the space that took up the rest of the opening. Three large steel vats sat side by side while a fourth smaller one without a top was positioned farther forward. Pipes ran from each of the three vats to a large black box located next to the lone vat. A single small pipe rose out for the box, arching over the open vat, a multi-colored liquid dribbled out of the pipe and into the vat.

Any reaction he may have been forming beyond stunned silence was cut off by the high pitched squeal of three noisemakers. The white mare responsible for his guards untimely death, and his subsequent gassing, cartwheeled from nowhere in particular to stand right in front of Rich. The noisemakers in her hooves and mouth were quickly cast aside.

"Surprise! This was a surprise, right? I would hate to think you had figured it all out before hoof. I put a lot of work into this and I REEEAAALLLLYYY wanted it to be a big surprise. So was it? Huh? Huh? Huh?"

Filthy Rich stared at the mare bouncing up and down inches from his muzzle. He showed his impressive ability to rally in the face of unexpected circumstances wonderfully when he chose to act.

Lunging for the mobile mare he completely failed to come anywhere near her and, with his forelegs stretched out to grab her, he had nothing with which to arrest his fall. His chin hit the floor first, followed quickly by the rest of him.

"Tut, tut, tut," the mare scolded, motioning with a hoof. "No huggies until the party's over!"

!S!+!S!+!S!

The unicorn crouched in the shadows of the rafters, hidden from the sight of the seven ponies below him. Of them, five were armed with basic pastry launchers, either slung from their necks or held loosely in hoof. Each of them wore a brightly colored party hat, two even had noisemakers held between their lips.

Filthy Rich sat on his haunches at the center of the group, glaring at the ponies that surrounded him, with heavy chains binding his forelegs to his sides. The sight almost brought a smile to the unicorns muzzle, almost.

The real odd one out was the white mare jumping and bouncing around the bound stallion. By all the evidence she seemed to be the one in charge. Apparently unarmed, she had removed her own party hat to place it on Filthy Rich's head. He was far enough away that the voices of the ponies below were little more than tones and pitches.

All this was secondary, the four tanks at the back of the space took most of his attention. Specifically, his eyes were focused on the one that stood slightly apart from the other three. A small wedge shaped platform covered a fourth of the squat vat. The multi-colored liquid churned as two large mixing blades kept the contents from settling.

The labyrinthine warehouse was only a facade, he wouldn't be surprised to find that all of the containers were empty. The entire building was used for the singular purpose of hiding the distillery for the newest drug pouring into the streets of Canterlot, Rainbow Road.

Now all he had to do was find a way to connect everything to Filthy Rich and maybe he could finally take a much needed vacation.

With a grim smile he gathered his magic about his horn and extracted a flat, gray stone from the belt strapped to his flanks. The Sound Stone disappeared in an almost imperceptible flash of magic. Slowly lowering the magically imbued stone to the ground near the herd of ponies. With the listening device in place he settled in to see what would happen.

"... this city! Every judge and bureaucrat is in MY pocket. I'll have your head on a platter by the end of the day!" Filthy bellowed, his bindings clinking lightly as he struggled against them.

"Bad cliches are bad. Heeheehee!" The mare giggled while scratching her side with a hind leg.

Rich ignored the mare, turning his attention instead to the five armed ponies standing around him. "Do you know who I am? I'm Filthy Rich! The first one of you to put this Nag down will be setup for life. You want drugs? I am the drugs in Canterlot. You want bits? I'll shower you in golden bits-"

"Heeheehee! You just don't get it do you? These ponies don't want bits. Bits aren't the only currency Filthy Willthy. You can't buy them because." She punctuated each word, tossing her head from side to side. "You. Don't. . Right. Currency!" As the last word left her mouth she reared up, dancing around on her hind legs and laughing as though she had told a joke.

Rich blinked in confusion at her behavior before regaining his anger and growling, "What do you want?"

She dropped back to all fours prancing up to his face. "Richie Richie Richie," she said, pressing her nose to his, "it's not about what I want." She pulled back tapping a hoof her chin. "Oh, wait, yes it is!"

Clicking her hooves three times on the concrete floor one of the armed ponies reached a hoof to a metal control box hanging from the ceiling. Pressing one of the buttons a hook and chain lowered to the ground. Filthy's eyes widened in terror as the hook was attached to the chains around him. The links began pulling him up off the ground until he flipped to hang upside down.

"Who the Tar do you think you are?!" he screamed, his face level with the mare's.

She leaned forward, putting her muzzle beside the inverted stallion's ear. Her voice was too quiet for the stone to pick up, but the terror in Rich's eyes was all too obvious. Pulling away, the mare motioned with her hoof and the chains began to lift once again.

Deciding that he had everything he was going to get, the unicorn gathered his magic around his horn.

The mare smiled as Rich cleared the top of the open vat and nodded to the pony holding the control box. With the press of another button the chains stopped lifting and began to slid Rich to hang over liquid of swirling colors.

"Do you know which color isn't in the rainbow?" the mare asked, glaring up at Filthy Rich. "Do you remember the answer to that questions?" A rictus grin split her face as she motioned to the stallion again and the chains began to lower Rich towards the churning liquid. Filthy struggled against the bindings all the harder, screaming obscenities and threats at the no pony in particular.

The mare looked up. "Erebus! I was wondering when you would join the party!"

Erebus didn't have time to register her words as he had already leapt from his perch. His horn flashed causing the overhead lights to flare like the sun. The gathered ponies flinched away, too late to protect their eyes from the blinding light.

Erebus landed hard on the empty concrete floor where the mare had been a moment before. The lack of pony beneath him threw him off, leaving him open. Her buck struck him square on his withers and sent him tumbling across the floor. He slammed into one of the stunned thugs and the two ponies fell to the floor in a tangle of limbs.

Years of training kicked in and Erebus quickly gained the advantage. Using the other pony for leverage, he came to a stop on his hooves. The prone earth pony barely had time to groan before his head was lifted off the ground only to have an armored hoof slam it back down.

With the pony at his hooves out cold, Erebus took in the scene with a glance. The four other stallions on their hooves were still staggering and rubbing their eyes. Without a pony pressing the button Filthy Rich dangled above the vat, his mane just barely touching the rainbow liquid. And the mare was... Erebus spun around searching for the pale mare.

"SURPRISE!" A pair of hooves crashed into his rear throwing him across the room, toward the rest of the ponies.

Rolling with the hit this time, he used the momentum to carry him into the second stallion. Rearing up at the last second, he landed a quick hook on the pony's jaw, spun with a kick to an exposed foreknee and finished with a second kick to the now ground level head. The hoodlum screamed as he crumpled to the floor.

Erebus moved before he heard the distinct 'twang' of a donut sling being fired. A blind spray of pastries flew through the air where he had just been, the confectioneries missing him by a bare centimeter to splatter harmlessly against a wall.

Without pause Erebus' foreleg shot out, a black cable firing from his fetlock into one of the attacking pony's chest. The thug's cry was cut short as the cord zipped back to Erebus. An extended foreleg caught the stumbling pony in his neck, flipping him head over tail and depositing him on the ground with a crack.

The last two ponies, having recovered enough to see, rushed him. Erebus smiled at the display, widening his stance in preparation. The blue pony was faster, reaching him first and spinning into a hind leg buck. Erebus met the attack by ducking low, only to rise up with a hoof to the pony's exposed stomach.

The second pony, green in color, took a more measured approach. Using his partners attack as a distraction he closed the distance and reared up, intending to drop his weight his off balance opponent.

Erebus used the weight of the blue pony to spin himself around, bringing his hind leg up to meet the chin of the green pony. The kick sent the thug tumbling backwards onto one of the tables. Erebus ended the spin standing on his hind legs, eyes flickering between the last two ponies. Satisfied that the green one wasn't getting back up he dropped to all fours, landing a final blow on the back of the blue pony's head, knocking him out cold.

Clop. Clop. Clop.

Erebus spun to face the sound and the last pony still standing. The pale mare stood not two pony lengths away with an impossibly wide grin splitting her face.

"You are everything I could've hoped for Broody Wowdy- Oops!" the mare stopped herself, putting a hoof to her lips. "I almost gave it all away there. Heehee, that would ruin all the fun! Heeheehee!"

"It's over," Erebus said in a deep baritone, ignoring the mare's words. "Give yourself up before you get hurt."

"Over? Over! Hahahaha! Heeheehee! We haven't even gotten star-"

The mare never got to finish as Erebus launched himself at her, intent on bringing the situation to a swift conclusion. His hoof swung at the mare's jaw. He didn't see her move before a hard impact on the side of his head sent him stumbling to the side. Using the momentum to his advantage he spun around, only for the mare to land a heavy buck under his jaw.


	3. Chapter 3

"-the cake!" Twilight screamed, leaping into the air, throwing her forelegs above her head.

Rarity tittered behind a hoof at the other unicorns antics. The glass of wine in her magic grasp moved to her lips as she calmed down enough to try taking another sip. She felt like she was floating on a cloud, and only half because she actually was.

The pot of tea hadn't lasted long and Twilight had immediately suggested that they dip into the stock of wine that she had acquired since being appointed 'Princess', all gifts of course. The vintages were good at worst and astounding at best. Twilight had no clue, which was hardly a surprise, but Rarity did, and they were enjoying one of the finest Pinot Noirs that Neighpa Valley ever produced.

Barely one glass into the bottle and Twilight had decided that they needed a change of venue. Rarity had not objected and was quickly escorted to the Princess' private quarters. By the second glass, she had called for one of the pegasus guards to gather two bunches of clouds. Less than a minute later, the two unicorns were lounging comfortably atop cloud beds on the balcony.

Twilight slumped back onto her cloud. "And that was the second time I got drunk."

"Truly an exciting event. I wish I could have been in attendance," Rarity said, her eyes drifting to the empty wine bottle.

A soft purple aura slipped off the bottle, causing it to fall to its side. Rarity watched with an odd fascination as it rolled across the balcony. The thought of reaching for it with her own magic came a second too late, and the bottle reached the edge, tumbling to the ground below.

Both mares' eyes were locked on the spot where the bottle had disappeared. A half second later, the soft crash of glass shattering reached their ears. Two pairs of eyes slowly turned to look at the other. Rarity fought a losing battle to control the muscles of her face, Twilight obviously doing the same by the way the corners of her lips twitched. The sight pushed her over the edge and Rarity let out a very unladylike snort, which in turn caused Twilight to begin giggling uncontrollably. In the next moment both unicorns had fallen off their clouds, shaking with laughter as they rolled on the cold, stone balcony.

Twilight recovered first, managing to get her hooves under her in a semblance of stability. She stumbled back into the room, leaving Rarity still giggling softly on the balcony. Fighting through the haze of alcohol, she craned her neck to look past herself to find her friend.

She found her sitting in front of the fireplace, the glow of her horn flickering on and off as she tried to use her magic.

The sight brought some measure of sobriety to the fashionista. Rolling to her hooves Rarity stumbled into the room to sit on the carpet next to her friend. Twilight's magic continued to flicker around her horn and the wood stacked inside the brick housing. After her fifth or sixth try, Rarity was having trouble keeping track, Twilight scrunched her eyes and nearly yelled in frustration. The normally purple glow of her horn flared to almost pure white, the logs exploding in an inferno for a moment before quieting down into a warm, crackling fire.

Twilight slumped to the floor, hiding her face under her forelegs. Still stunned by the violence of the sudden fire, it took Rarity a moment to realize that the unicorn beside her was sobbing.

"Twilight, dear, whatever is the matter?" Rarity asked, the fog of inebriation slowly being beaten down by the oddity of her friend's behavior. Reaching out with a hoof, Rarity stroked the other unicorn's mane. "Twilight, please talk to me. I can't help if you won't tell me what's wrong."

Twilight mumbled something incomprehensible into her legs. When Rarity questioned her again, she finally pulled face out of her hooves. "I can't! I can't do this! I'm a failure! I shouldn't be here. I'm a librarian, not a princess! Celestia never taught me anything about how to run a country, and I don't know what I'm doing, Rarity. I'm doing everything I can, but it all keeps falling apart in my hooves.

"Why did she do it?!" she wailed, tears streaming down her cheeks. "Why did she leave me? Why does everypony keep leaving me?" The unicorn's head fell back to her hooves, crying unabashedly.

Tears threatened to fall from Rarity's eyes as she weathered Twilight's barrage. Crouching next to her, Rarity nuzzled the side of her friend's face, trying to comfort her. Words failed her completely, nothing seemed appropriate.

Twilight's tears slowly dried up after a while, and she pulled away from the other mare, her eyes locked on the fire. When she spoke her voice was tired and drained, lacking any emotion.

"I could never figure out why you left. It was so sudden, your parents and Sweetie moving back to Baltimare, and you simply disappearing the next day. No note, not a word to any of us... your parents didn't even seem to know where you went. I did my best to try and find out... but I had to put Equestria first... Everyday I didn't spend looking for clues hurt less and less until I just stopped thinking about it.

"The only thing I was able to decide was that something had happened... something that you didn't think you could come to us about. That's what hurt the most, I think... that you didn't trust us; that you thought we wouldn't be there for you if you had only asked."

The words pierced Rarity's heart like a dagger of ice. She'd expected them, or some variation of them. She had expected tears, angry shouts, accusations even, but not this- this disinterest. Twilight's entire demeanor made Rarity feel like she held the last piece to an unfinished puzzle, and once she had it, she could finally put it back on the shelf, never to be seen-or thought of-again.

"Fluttershy took it the hardest I think," Twilight continued, with no more emotion than before. "Four months after you disappeared she was gone too. If it hadn't been for Angel Bunny, we never would have known where to find her. As far as I know, she hasn't left the Whitetail Woods since..."

!S!+!S!+!S!

"Erebus!" Filthy screamed, the hairs of his mane touching the surface of the liquid. "You damn fool! Save me!"

Erebus rolled back to his hooves, pushing away the pain pulsing in his jaw. Blinking in the light of the overhead lamps, he forced the world into focus. The five stallions he had put down were still scattered across the ground, unmoving.

The white coated mare sat on her haunches, biting at her sides like a dog with fleas. Satisfying her itch, she looked up at the unicorn. A grin threatened to split the top half of her head from the rest. A hoof rose to the box. The chain lowered and Rich didn't even have a chance to scream before his head was swallowed up by the rainbow liquid with a plop.

Erebus charged forward. The blue glow of his magic opened a slot in his belt and a blade like a pair of pegasus wings flew out. The black crescent struck the lift button on the control box, pinning it down. Filthy Rich gasped for air as he breached the surface, the multi-colored liquid dripping from his head and shoulders.

"Oh, that is sooo not fair!" the mare screamed, stomping her hooves.

Erebus launched himself at the mare before she could move to remove the blade and send Rich back under. Rearing up, he spun like a tornado, attacking the mare with all his hooves. Each strike precise, each movement exact, each completely failing to find anything but air.

"Wow!" the mare exclaimed as she sidestepped another hoof strike. "Those are some fancy moves! You must have practiced for years to get this good. Is that what you did when you left?"

Erebus fell back a step, huffing in frustration and a little exhaustion. Circling the mare, he tried to shake off the uncertainty creeping at the back of his mind. His eyes studied her, trying to understand how she was doing... he wasn't even sure what she was doing.

The infuriating mare held a hoof in front of her muzzle, blocking an obviously exaggerated yawn. Erebus snorted derisively at the insulting gesture. She grinned, and motioned him forward with her hoof.

Rearing up, he reached for his belt. With snaps of his fetlocks, he launched a series of winged crescents at the mare as he charged. In a display of impossible contortions, she jumped, spun around, and twisted out of the way, dodging all of the projectiles.

Erebus ignored this, swinging his hoof at the space the mare's face would be when she recovered. His eyes widened in shock when it stopped hard without making contact. A white hoof held his in place.

"Now that's an impressive trick. Where'd you lear- AAAAH!" The mare screamed, releasing his hoof and crumpling to the ground. Her back arched in wrenching pain. "Nnnnnnn- AAAAH!"

Erebus watched the writhing pony in confusion. Wary of a trap he stood back, waiting for the trick that never came. A full minute passed before her screams quieted and her twitching stopped. The unicorn stepped towards her cautiously, still unsure of the situation. When poking her with one of the winged crescents elicited no reaction, he finally let himself relax.

Letting out a sigh, he stepped over the mare to the control box and the winged crescent imbedded in it. Wrapping the tool in his magic, he tore it out and returned the set to their place in his belt. Using his magic to operate the buttons, he began lowering Filthy Rich back to the warehouse floor.

Rich didn't struggle against his bindings so much as refuse to sit still. He twitched constantly, trying to look everywhere at once. The rainbow liquid soaking his head and shoulders streaked down his white jacket as Erebus used his magic to guide him down to the floor against the vat.

Erebus wasted no time in rounding up the rest of the ponies and making sure they wouldn't be going anywhere before the Guard could arrive. After making one last check of his knots, he placed the used Sound Stone in the center of the floor. With a satisfied nod, he pointed a hoof up to the rafters, disappearing into the shadows.

The four white feathers that swirled and fluttered in his wake went unnoticed.

!S!+!S!+!S!

"Do you have any statements for the press at this time?"

"Did Erebus do your job again?"

"Is it true you have-"

Rainbow Dash kicked the door shut behind her, cutting off the vultures and their questions. It wasn't so much that they were there, reporters came with the territory. No, the problem was that they beat her to the scene... again. Then there were the featherbrained questions, how was she supposed to have a statement yet? They go there first, she should be asking them for a statement. That thought brought a smile to her lips, maybe she would try that next time.

The smile faded as she recalled just how little she actually knew. Not thirty minutes ago the messenger had pounded on her door, waking her up from a particularly pleasant dream. The letter had been little more than an address, the name of the officer responsible, Rumble, and 'You're going to want to see this for yourself.'

Waking her up in the middle of the night, a cryptic message, and being beaten by the press; with three strikes against him Rumble had better have found a Harmony blessed gold mine.

Shifting under the heavy brown coat draped over her, Dash turned her attention to the warehouse she'd just entered. She wasn't particularly impressed. In the past years she'd conducted any number of raids on similar buildings and there was nothing that made this one stand out.

"Commissioner Dash. Ma'am."

She turned to the light grey pegasus wearing a cheap suit and clip on tie. He put a foreleg to his temple in salute. "Rumble! What's so Harmony blessed important that it couldn't wait until morning?"

The younger pegasus stood up straighter, but still maintained his nearly giddy smile. "Trust me, ma'am, you won't be disappointed."

Rainbow Dash nodded for him to lead the way, still not sure she believed him. She followed her newest officer through what turned out to be a literal maze of crates, boxes, and storage shelves filling the warehouse. If it hadn't been for the arrows somepony taped to the floor she'd have been more lost than the time Twilight tried to explain how time travel worked.

The pegasi began to pass pairs of unicorns as they made their way through the maze. She wasn't surprised to see the eggheads there, it was a crime scene after all, but each new couplet she passed caused Dash's brow to raise just a little more until she finally confronted Rumble. "Kid, this had better be good or you're going to be the one explaining to Armor why we have half the eggheads working over-time."

The junior detective once again failed to respond in any meaningful way, continuing to lead the commissioner deeper into the warehouse. The pair turned the last corner and Dash stopped dead in her tracks.

It took her a moment to process just what she was seeing, biting her own wing to make sure it was all real and not a dream. Seven ponies of varying colors were hoof bound and leaning against the nearest of the vats with two pegasus guards standing watch over them. About to speak to her escort Rainbow stopped, her eyes locking on the only stallion bound in chains instead of rope.

He wore a black shirt under a previously white jacket-now stained in vibrant multi-colored streaks. Similar stains covered him from his lolling head to the top of his shoulders. A goofy smile stretched his rainbow stained lips. His eyes fell on Dash and the smile widened, pulling his lips apart to reveal rainbow colored teeth. Mirth melted into silent terror, only to slip back to a loose distraction as his attention was drawn away to something else.

No pony had ever accused Rainbow Dash of being particularly intelligent, she had eggheads for that. No pony would call her cultured, she didn't need to be. No, Rainbow Dash was fast. Years of stunt flying taught her how to analyze a situation in a split second and make a judgement call. A life time of pranks, and the influence of a few good friends, taught her creativity. No, Rainbow Dash wasn't smart, but she was very clever.

The sight of that stallion brought with it joy and trepidation in equal measure. She had learned very quickly that finding a pony in a compromising situation was hardly enough, she would need something to link him to it. Fighting the smile threatening her muzzle, she asked, "Please, for the love of Harmony, tell me we have something?"

Rumble didn't hesitate, producing a clear bag with a small, flat, grey stone. She took one look at the stone and for the first time in a long time a genuine smile cracked he lips.

Rumble asked, "Does a confession work?"

"Heeheeheehee."

Everypony winced, ears instinctively folding against the high pitched laughter. All eyes were drawn to the mare responsible. She stared at the ground, her face hidden behind a puffy cloud of blond mane.

"Hahahahaha."

The mare's entire body shook with laughter as her head tilted back.

"Heeheeheehee."

The bindings around her legs fell in a heap at her hooves. Before anypony could react she was up, broad wings flaring out from her sides.

"SURRRPRIIIIISE!"


	4. Chapter 4

Shards of shattered glass burst into the night sky before falling back to the warehouse floor. A few wiley bits slashed at her forelegs and across her flanks and withers, staining her pure white coat with vivid streaks of red. The sensation made her laugh as she beat her new wings to propel herself higher into the night sky.

She ignored the shouts and cries that followed her sudden exit, focusing on her own thoughts instead. Oh what fun the day had been. Perceiving plenty of pretty proper ponies playing at posing for the Princess. And that was only the start!

It was such a wonder to see old friends, even if your old friends didn't see you. What would Rarity say if she knew? Surprise laughed as she twisted in the air. The image of Rarity collapsing on her fainting couch only to rising in an instant shouting 'IIIIDDEA!' and dragging Surprise off to design a brand new dress was too comical, even for her.

Now Twilight, she was a unicorn of a different color. Talk about a freakout that would be legen—wait for it—dary! Oh, the magical machines and tests she would invent just to try and explain everything.

And poor Dashie! The mare's blond locks deflated. Poor, poor Dashie. What would she think? What would she say? No. No. No. No! Those were not fun thoughts to have.

Now Richie Itchie, there were some happy thoughts. Her forelegs wrapped around her chest as she burst out laughing, her hind legs flying forward causing her to tumble through the air, though she lost no altitude. Her mane and tail puffed right back out as she recalled the look on his face... and what he looked like with his head soaked in Rainbow Road.

With her head toward the ground and her tail in the air the mare found herself looking back at the warehouse where all her fun had happened—not that her fun was over yet! She could make out the figures of white pegasi in gold armor leaping into the air. 'Time for another Surprise!' she thought.

"You're under arrest!"

"Stop right there!"

Both guard ponies shouted in deep baritones that could be heard clearly for hundreds of yards. She briefly wondered how all the guards managed to sound exactly the same. Shrugging, she waited for the encroaching pegasuses. Bright flashes of light flared from below, the press ponies taking notice of the confrontation over their heads, some of the braver pegasuses even took flight to get better angles.

Surprise continued to hover upside-down with her forehooves held behind her back, a rictus smile splitting her features. The two guard ponies broke formation to try to box her in. Before they got more than a few feet apart, Surprise's forehooves shot out, a pair of cupcakes sailing through the air.

Expertly aimed, the cupcakes took them both on the nose. They crumpled in mid-flight and began to fall to the ground, cake and icing coating their muzzles. The herd of earth-bound ponies gasped in horrified shock, while the pegasuses with cameras continued to snap pictures of the wounded guards.

Blowing a raspberry at the press ponies, Surprise spun around and resumed her flight, intent on the city proper. An odd twitching at the tips of her ears along with an itch between her shoulder blades made her pause. 'That's a new one,' she thought, 'I wonder what it—'

"YOWIE!" she hollard, as something stuck to her rump. Looking down, she saw an odd-looking black cylinder attached to her plot. Her eyes followed it to the roof of the nearest warehouse. "Erebus! Your back!" she yelled down at the stallion with his hoof held up in the air. "Oh we are going to have SOOOOO much FUN!"

Without a second's hesitation she twisted, launching herself up into the air. The cord twanged as it drew taught and pulled the unicorn on the other end into the air behind her.

Her course swung straight for the distant buildings of Canterlot proper.

The weight dragging at her eased up. A quick glance back showed Erebus with his cape flared out like a pair of wings. She smiled and powered onward, gaining altitude and drawing nearer to the pearly city.

An itch at the base of her neck was all the warning she needed. Pulling to the right, a black, winged crescent missed her by an inch. The sensation didn't stop and she spun left, barely dodging a pair of the blades aimed for her wings.

Craning her neck to look under herself, she put her forehooves over her ears and blew a raspberry at Erebus. The unicorn's only reaction was to reach into his belt and withdraw another crescent.

Before he could lose the shuriken, Surprise tucked her wings into a dive. The gliding stallion continued forward for a few feet until the cord snapped taught and he was hauled downward after the pegasus. Surprise giggled as they plummeted toward the road between the city and the lower districts.

With impossible speed she pulled up and rocketed back up into the air. Erebus snapped like a whip at the bottom of the decent, a cry of pain echoing off the mountain side as his leg popped out of its socket.

Fighting gravity and the pain, he reached forward with his other hoof. Snaking it around the cable, he pulled himself up, taking his weight off his injured leg.

Surprise continued her flight to the city, completely ignoring the, now pacified, pony trailing behind her.

"She'll be comin' 'round the mountain when she comes, when she comes.

"She'll be comin' 'round the mountain when she comes, when she comes.

"She'll be comin' 'round the mountain, she'll be comin' 'round the mountain.

"She'll be comin' 'round the mountain when she comes, when she comes.

"She'll be a pretty white pegasus when she comes, when she comes.

"She'll be a pretty white pegasus when she comes, when she comes.

"She'll be a pretty white pegasus, she'll be a pretty white pegasus

"She'll be a pretty white pegasus when she comes, when she comes.

"She'll be trailin' a silly masked pony when she comes, when she comes.

"She'll be trailin' a silly masked pony when she comes, when she comes.

"She'll be trailin' a silly masked pony, she'll be trailin' a silly masked pony

"She'll be trailin' a silly masked pony when she comes, when she comes.

!S!+!S!+!S!

[11]

Rarity's mane was a complete mess. Strands of hair poked out from what was left of the elegant curl that it had started the night as. The creases and wrinkles in her dress made it appear slept in. Fortunately the damage was mostly superficial, only a few seems having come undone, though the hem on the left side had given out and was dragging along the ground. Her makeup and mascara streaked down her cheeks in a mockery of the tears she no longer cried.

She didn't register her dishevelled appearance anymore than the direction in which she was walking. Her mind was no more in the present than the sun was in the sky. Twilight's calm, unspoken accusations rang between her ears, blocking out her attempts at coherent thought.

Once Twilight had begun unloading her tales she didn't stop. At first Rarity had been unable to move, her mouth gaping as she listened to her friend. Eventually something broke inside her head and she ran, tears streaming from her eyes. She barrelled blindly through the palace halls, pushing aside any pony too slow to avoid her. How she found her way to the exit she would never know, but she didn't stop running until her lungs burned and her heart nearly burst from her chest.

Somewhere in the back of her mind she knew that these things weren't her fault, that there was no way she could have known. That little voice was drowned out by the tsunami of doubts, self-recriminations, and the knowledge that things would have been different if she had stayed. Whether she could have stopped everything from happening the way it did wasn't even important, she could have, at the very least, been there for her friends.

'Were they still my friends? Did I deserve to call them such?' The thought tore at her heart, even outweighing her doubts about whether she was still the Element of Generosity, or had she lost that too?

"Bits for a vet?" called a rough voice beside the distracted mare.

'How could I have been so selfish?' she asked herself for the hundredth time. Two golden bits rose from the purse tied inside her dress without a second thought, landing in the small tin at the pony's hooves. 'My friends needed me, but I wasn't there for them. I abandoned them.'

"Thank you, miss."

'There was no excuse for that. I could have—' Rarity stopped in her tracks, something tugging at the corner of her mind. Turning back to the way she had come from, her eyes fell on the emaciated pony smiling up at her. Rarity froze, her thoughts struggling to catch up with the scene before her.

Covered in dirt and grime, the stallion was huddled up at the entrance of the small alley. Broken down cardboard boxes were just barely visible in the glow of the street lamp at the edge of the road. Thin, hole-filled rags draped the poor pony's back, providing little protection from the cold and wind of the Canterlot night.

The fashion world wasn't based in Canterlot solely because of the elite ponies that called it home. Being so far off the ground—astride a mountain no less—meant that, even at the height of summer, the night could have brisk temperatures. The shiver that shook her own coat told her that things had not improved in recent years.

All of her previous thoughts and doubts were shoved aside. Managing to find her voice, she asked, "What are you doing out here in the cold? Where is your jacket? Shouldn't you be at home?"

The destitute pony's face changed, anger creasing his brow, his voice came out harsh and heated. "Look lady, just because you gave me a few measly bits doesn't give you the right to look down on me. I may be poor, but I still have my pride." He tapped the tin, depositing the two bits onto his hoof. Drawing his foreleg back he hurdle them at the startle unicorn. Turning away, he disappeared into the dark of the alley, saying, "Keep your filthy money. I don't need it!"

Rarity gasped, her gaze shifting from the golden bits at her hooves to the now vacant space. Unable to form words she looked around, hoping that somepony had seen what happened. What she saw only caused her eyes to open wider and her mouth to slowly close.

How she'd missed it before, she would never know. At least ten more ponies were visible on the block. Three pegasi stood around a barrel glowing with fire, warming their wings and hooves over the flame. Two more shared a moth-eaten blanket as they slept at the mouth of an alley. The rest either sat staring into space or meandered in one direction or another seemingly without purpose.

The sight was like falling into a lake during Winter Wrap Up. Violently pulled from her self-loathing, Rarity finally took in her surroundings. Trash and detritus littered the streets, half the street lights either flickered or didn't work at all, and worst of all, all of the buildings had stained, broken windows, looking abandoned at best, condemned at worst. Without realizing it she had stumbled into the slums.

The thought twisted her gut. She'd seen slums before, even lived in one, Manehatten and Trottingham had them in spades. But Canterlot? Slums were unheard of in Canterlot; amid the wealth and prosperity of the capital, there simply was no excuse for a pony to be without a home. There had been a divide between the rich and the rest of the ponies living in the Capital city, but this... this was wrong.

The disgust and surprise on her face faded, shifting into a visage of determination. She could not allow something like this to stand. Spinning around, she began to trot back the way she had come. Her trot didn't last long before it became a canter. The strength of conviction burned in her chest as she sped up, now galloping back toward the castle.

!S!+!S!+!S!

[12]

Twisting, in a way that no pony should have been able to, Surprise drew a knife and slashed at the cable connecting her to Erebus. The black cord snapped back at the unicorn, disappearing into the contraption on his fetlock. With nothing pulling him forward, he began to lose altitude. Surprise spun in the air, flying backwards and sticking her tongue at her pursuer.

For a moment, Erebus watched her without expression. As both ponies continued to sail through the air, his lips slowly twisted into a wicked grin. Surprise blinked in confusion. Quickly turning around, she barely had enough time to yelp before she slammed face first into the side of a building.

Erebus allowed himself to bleed the remaining altitude quickly. At a few feet above the street his cape collapsed and he fell like a stone. Contorting his body he threw his shoulder toward the ground. The small pop of the joint locking back into place was lost in his cry at the pain it caused.

Perhaps foolishly, he allowed himself a moments respite laying on his side. He watched the downed pegasus detach from the building, flopping onto her back. Despite the force of the impact, she was obviously not out of the fight yet. He mumbled to himself about ponies not knowing when to give up.

Forcing himself to his hooves, he moved toward her. A set of hoof cuffs wrapped in his magic aura slid from his belt. The moment he touched her hoof to drag her to the lamp post, however, she jumped. He pulled back just in time to avoid the flash of silver aimed at his throat. The miss threw the slightly disoriented pony off balance and she staggered away from the stallion.

Surprise started giggling, the high pitched sound causing Erebus to flatten his ears against his skull. "You're just full of surprises aren't you? I can't wait to see that smile again."

"The only thing that will make me smile," he said, widening his stance, "is seeing you locked up."

The mare turned to face him. Her face seemed to be at war with itself, twisting and contorting between happy, sad, angry, and surprised. "You... you don't want to play?"

Erebus blinked at the almost childlike question. "What?"

"I just want to have fun! Don't you like having FUN?" she asked, rearing up and flailing the knife in her hoof. "Didn't you like my party?!"

Sound stretched as the mare's eyes pulled away from each other for a split second before snapping back to glare at him. The mass of tangles and curls on her head fell down, framing her face in perfectly straight locks of golden mane. Her face froze somewhere between utter depression and uncontrollable rage before melting into psychotic glee.

"You had fun at my party, right Sir Knifey?" she asked, waving the knife in front of her muzzle.

Her voice deepened, sounding more like a stallion twice as wide as she. "Oh yeah! I love your parties! Anyone who doesn't is just CRAZY!"

Her voice changed back as she said, "But he said he doesn't like my parties! He said that I don't make him smile!"

"Then we'll make him smile. Even if we have to cut him from ear to ear!"

Erebus watched this exchange with growing concern. He had guessed that she wasn't all there from the start, but this was a whole new stable of crazy. This lunatic needed to be put down.

Surprise lunged at him, the knife slash at his muzzle. He ducked the blade, coming back up behind the swing, his right shoulder connecting with hers while his foreleg hooked behind her neck. Turning his weight into her, he pushed his left hoof against the back of her head to put her muzzle into the ground hard.

The mare twisted in the fall, her back hitting the ground instead and bringing her left hoof into his exposed ribs. The hit was weak, and against the stallions armor, almost pointless. The change in orientation, however, put Erebus off balance. He tumbled to the side, breaking his hold on the mare.

The two ponies were on their hooves in an instant and charged. Erebus planted his left hoof and swung his hind legs around. Surprise jumped the side buck with a pump of her wings. From her vantage point she dove with her forelegs outstretched, aiming the blade for his kidney. Erebus allowed himself to fall to the side, dodging the dive bomb and had to keep rolling as Surprise flipped to bring her hind legs down on his chest.

Finding his hooves, Erebus reared up. Balancing on his hind legs, he went on the offensive, pressing forward with punches and kicks. Surprise deftly avoided the blows, either moving out of the way or blocking. She returned with her own strikes or slashes with the knife still held in her hoof.

Despite his best efforts, Erebus wasn't able to avoid her retaliations. Her punches and kicks did little besides bounce off his body armor, but the blade came dangerously close to cutting into the few exposed areas between the armor's plates.

That all changed, however, when the left hook connected with the side of his face. Hitting with more force than her previous efforts would suggest, Erebus blacked out for a brief moment.

His eyes opened to the sight of Surprise standing over him, her body shaking with laughter. The flat of the cold blade pressed under his chin. He didn't move, glaring into the violet eyes.

"I'm gonna make you smile! Smile! Smile!"

!S!+!S!+!S!

[13]

Rarity peeked around the corner of the alley at the two ponies fighting in the street. She had been galloping toward the castle when the two ponies fell from the sky. The sight of the white pegasus hitting the side of the building had caused her to skid to a halt in shock. Before she could move to assist the injured pegasus, the black-clad pony made his softer landing nearby.

She started moving immediately, intent on helping the poor ponies in anyway she could. As she neared, the second pony stood and began moving toward the pegasus. Her gallop slowed as the scene unfolded, something was off. When she saw the flash of silver as the mare swung at the other pony, Rarity froze. The explosion of violence caused Rarity to duck into the nearest alley, her heart pounding in her chest.

From her hiding place away from the two ponies, Rarity watched in preverce facisation. She'd read about this 'Erebus' character in the newspapers. A vigilante taking justice into his own hooves, taking the fight to the criminals. Depending on the paper she read, the stories ranged from calling him worse than the criminals to praising him as an alicorn who chose to fight rather than lead.

As a matter of principle she had stayed up on the subject, but allowed her opinions to be swayed by her current company whenever the issue came up. She liked to believe that she was reserving judgment until she got real evidence of his effectiveness, or lack thereof.

The truth of the matter was that the newspapers never managed to get a good picture of the stallion. Without being able to see the pony, how could she ever make any kind of definitive statement about him? That excuse was now one she could never use.

His fashion sense left something to be desired. To her mind, form and function were equally important, and to sacrifice one for the other was just not acceptable. The cape was dashing in its own way, though far too busy with the way it tried to imitate pegasus wings. He got a few points for having the sense to not go with a solid color, though blacks and grey barely qualified that distinction. Leaving his horn exposed was an interesting choice, but didn't make up for the color of his belt.

B minus.

All of that passed through her mind in less than a second. Her attention was pulled back to the scene at large. He was fighting somepony. A pegasus mare, by the looks of it. Her pure white coat gleamed in the street light and her golden mane was let loose, hanging about her face as though it were weighted down, refusing to rise over her shoulders even as she spun and dodged her opponent.

Rarity was rooted in place watching the action unfold before her. Not because of the fight, so much as the skill with which it was conducted. She had seen a number of street fights in recent years, and this was not a street fight. Erebus fought with measured skill, not wasting movement in exaggerated or flashy attacks, every strike was aimed to take down his opponent as quickly as possible. The mare, on the other hoof, just moved. Calling it fighting would be a terrible misnomer. She struck out at the stallion when she could, but more than anything, she just managed to not be where his hooves were, as though it were the simplest thing in the world.

Something about the mare drew Rarity toward the combatants, making her step out of the alley. Staying in the shadows as much as possible, she snuck forward, careful not to make a sound with her hooves.

Erebus took a hit to the chin and toppled backward like a felled tree. The white mare was on him in a flash, pressing her knife to his throat.

Before she could think, Rarity sprinted to help.

"I'm gonna make you smile! Smile! Smile!"

Rarity stopped mid-stride, eyes falling on the mares flank as the words hit her ears.

"P—Pinkie Pie?" The pegasus froze, slowly turning her head to look at Rarity.

The smile splitting the white face was one that Rarity would never be able to forget. "Oh, hia, Rarity!" The pegasus waved with the knife. "I can't talk right now, I'm kinda b—!"

The right hook made a solid connection with Surprise's chin. Her jaw twisted to the side, almost as if it were made of rubber, her head and neck followed while the rest of her fell forward onto the caped stallion.

With a grunt, Erebus shoved the unconscious mare off of him. Working his way to his hooves, he went straight to work, binding the pegasus, making double sure that she wouldn't be able to escape again.

Rarity watched, dumbfounded. She didn't find her voice until Surprise was hogtied with her wings bound to her sides.

"What... how..." She stopped, taking a deep, calming breath before trying again. "Excuse me, Mister Erebus?"

He looked up from his work, his piercing, ice-blue eyes bore into her for a moment before he turned back to the unconscious mare. "Thank you," he said grudgingly, "for your help."

"Yes," she said. "Would you like to explain exactly why you were hoof fighting with..." Rarity stopped. She'd responded to the name, she knew who she was, her cutie mark was almost identical except all three balloons were purple instead of yellow and blue, and her voice was too perfect of a match. Yet none of that could be right! Pinkie was an earth pony! Earth ponies don't just grow wings! And she's white with a blonde mane, instead of pink on pink! "...with whoever this is."

"She tried to murder a pony," Erebus said plainly, drawing a small syringe from his belt. His horn grew a bit brighter, an aura expanding around the back of the mare's knee. With care and practiced precision he brought the syringe to her leg and jabbed it in.

Rarity gasped in shock, placing a hoof to her chest. "What do you think you are doing?!"

"Taking a blood sample," he said simply, blood beginning to fill the tube.

"You can't just take a pony's blood!"

He looked up at the protesting mare, glaring at her through his mask. "Are you going to try and stop me?"

"I..." Rarity faltered, remembering the scene she had stumbled onto. Surely he wouldn't hurt her if she tried to stop him... right?

"Then do me a favor and shut up."

Rarity fumed at the stallion, her hesitation fleeing in the face of indignation. Stomping a hoof, she said, "How dare you, you ruffian!"

Erebus responded with little more than a grunt as he pulled the full syringe out and returned it to his belt.

"You will not ignore me!" He ignored her, wrapping a hoof around Surprise. "Where do you think you are going? You put her down this instant!"

Erebus didn't even look back at her, raising his free hoof toward the nearest roof, a black cable shooting out of his fetlock. Before Rarity could protest further, he shot off the ground and into the night sky.

!S!+!S!+!S!

[14]

Tables and cabinets lined the walls of the workshop. Barely a hoof's width of space was left free on any of the counters. Half finished gadgets, broken prototypes, and untested devices covered any space that even resembled a flat surface. The floor was in no better condition. Everything from table-saws to auto-hammers filled the workshop's available space, leaving barely enough room for a pony to navigate the mess.

Near the far wall a yellow mare wearing a heavily stained, white lab coat held a beaker filled with a green liquid at her eye level. Picking up a test tube with her other hoof, she carefully poured its clear liquid into the green. Lifting the beaker to the light above her head, she began to swirl it. Her breath stopped, her eyes riveted on the glass.

As the green liquid spun in a funnel of water, thin tendrils of purple began to grow from its center. The purple spread, runners shooting off the initial tendrils. The lines began to cross as they grew. In short order, not a drop of green could be found in the glass.

Her jaw jutted out and to the side, blowing a frustrated puff of air into her red bangs. The beaker clicked on the counter, hitting a little harder than necessary. Picking up the pencil between her lips, she crossed another line off the clipboard before spitting it out. The wooden stick hit the table, bouncing off and flying away, likely never to be seen again.

"Having problems?"

"GAH!" she screamed, nearly jumping out of her skin. Putting a hoof to her chest she fought down her acute case of hyperventilation. Turning and glaring at the intruder, she said, "Would ya please stop doin' that?"

Erebus picked his way through the workshop. "How do you find anything in this mess?"

"That's easy. All I've got ta do is remember 'xactly where I put everythin'."

"And do you?"

"Ah." She paused, a frown tugging her lips as her eyes surveyed the workshop. "No."

Erebus said no more on the subject, unstrapping the grapple from his left fetlock instead and placing it on the table next to the clipboard. Applebloom scooped it up and examined the device, giving the stallion a questioning look.

"The cable was cut."

She held the device to her own fetlock. Pointing it up toward the ceiling, she flexed her hoof, but nothing happend. "Would it kill ya to not break somethin' for once?" she asked, without expecting a response. Making her way through the workshop, she stopped in front of a large, metal wardrobe. Opening it, she produced an identical copy and tossed it to the stallion. "I suppose you want me ta do somethin' to keep it from happenin' again?" Before he could respond, she continued, "I'll figure somethin' out. Try not ta break that one too quick, I ain't got anymore spares."

When she turned back to face him, it was already attached, and a syringe filled with a red liquid hovered in the air between them. "I need you to analyze this."

"Ya know chemistry ain't exactly my strong suit," she said, motioning to the glassware on the table they had left. "What is it anyway?"

"It's a blood sample from..." Erebus paused, contemplating just how much he should tell her, "a mare. I'd like to know everything you can tell me about her from this."

"She's a pony," Applebloom replied, deadpanned. The stallion's face seemed to harden even more. Taking the syringe, she held it up to the light. "Alright, alright, Ah might know somepony who can do somethin' with it. But he's gonna ask questions. What should I—" she glanced back, only to see a distinct lack of another pony in the room, "—tell him?"

!S!+!S!+!S!

[15]

Rainbow Dash sat in the darkness of the observation room, the only light coming through the glass window to the adjacent interrogation room. That was just fine with her, it fit her mood perfectly.

It should have been just as quiet as it was dark. Her ears flicked, trying to cast out the incessant laughter leaking through the supposedly soundproof wall, or maybe it was just in her head. After spending an hour in the other room, it shouldn't surprise her that she couldn't get the sound to leave.

She shied away, nearly hissing when the door opened, letting the bright lights from the hallway intrude on her comforting darkness. The offensive brightness only lasted a moment, ending quickly once the large, unicorn stallion stepped inside.

Shining Armor took his seat next to her without a word. Dash hardly noticed, her eyes never veering from the magically tinted glass and the pony on the other side. She heard Armor inhale softly, preparing to say something, and cut him off.

"It's her."

"Are you sure?" he asked, more out of hope than uncertainty.

Dash didn't answer him at first. She watched the white pegasus on the other side of the glass, an expression like she had bitten into a bad apple on her lips. She hadn't stopped moving since the moment they woke her up. Even tied down as she was, she managed to move to a beat that nopony else could hear. "Yes. I don't know how, but it's her." She tore her eyes away, looking to the unicorn. "It has to be her, there are just too many coincidences."

He nodded, remaining quiet for a few seconds. "How do you want to handle this?"

Rainbow Dash didn't hesitate. "I'll tell her. She needs to hear it from a friend."

"Are you sur—"

"Yes," Dash interrupted, her tone brooking no argument.

Shining nodded again, unwilling to test her. "And you?"

The Element of Loyalty's stoney features cracked. "I... we all thought she was dead. She was my best friend." Dash paused to take a heavy breath before continuing. "I never thought I would get over losing her. Of burying an empty casket. And now..." she fell to her haunches and rubbed a tear from the corner of her eye with her good wing, "now all I can think is how much easier it would be if that were still true."

[Epilogue]

Floorboards creaked softly under heavy hooves as Big Macintosh rolled from his bed. His eyes creeped open, greeted by the sight of the sun's glow only beginning to peek into his window. He took a moment to admire the view from his window before quietly leaving his room. With practiced stealth he slipped down the hall to the shared bathroom to freshen up for the coming morning.

Drying the last drops of water from his face, Big Mac smiled at his reflection. He couldn't place the feeling, but something told him that today was going to be a good day. "Eeyup."

Descending the stairs, his hoof pressed on the third step from the ground, causing it to creak loudly. Wincing at the high pitched noise he twisted his head to look back up the stairs, his ears perked, waiting for the complaints that never came.

The tension in his face fell into a frown, his ears drooping to the side of his head.

Shaking off the thoughts, he made another mental note to finally fix that step before continuing down to the kitchen.

His frown turned to concern when the smell of breakfast failed to reach his nose in the living room. Even after they had agreed to rotate who was responsible for making breakfast, and the first pot of coffee, AJ still failed to give him the chance, beating him to it every morning. He knew that she was going to use it against him one day, but he didn't see what he could do about it.

Entering the kitchen, his suspicions proved true. Applejack sat at the breakfast table, her face pressed into a stack of papers, fast asleep. Clicking his tongue in agitations at his sisters stubbornness, he had to fight the urge to kick the stool out from under her. This wasn't the first time that she had done this to herself. All it ever did was leave her half useless for the rest of the day.

He couldn't help but wonder just how long she'd stayed up. Still, there was work to do, and the sun had never been one to wait for anypony, even less so now. Stepping away from the other pony, he opened the coffee tin and poured its contents into the one appliance that got more work than the oven. As the water worked its way through the grounds, it let off the most delightful aroma, beginning its work long before the first sip.

Big Mac wasn't the only one so affected. Applejack sniffed the air in her sleep, slowly rousing at the familiar smell. Blinking and lifting her head, she gave a start when she realized where she was, scattering a few of the papers to the floor.

"Gosh darn it," Applejack cursed, reaching for the dropped papers.

Big Mac smiled to himself as he poured the first cup and placed on the table beside her. "Here ya go, sis."

"Thanks, Big Mac." AJ gripped the mug between her forehooves, nearly burying her muzzle in the dark liquid as she inhaled the bitter scent. Sitting back in her stool, she kept the mug just below her nose, not letting a whiff of steam escape her.

Before she could take her first sip somepony knocked heavily on the front door. Sighing in resignation, she started to put the mug down, only for Big Mac to place a hoof on her shoulder. "I'll get it."

Applejack nodded appreciatively, and turned back to the coffee still held in her hooves as Big Mac went to see who it could've possibly been at the door. He didn't know who would be stopping by the farm this early, but AJ had been running herself more ragged than usual of late, and he wasn't about to let her deal with every problem, even if he had to tie her down to do it.

The door opened on well-oiled hinges to reveal the oddest pony Big Mac had ever seen. She looked like a pony, mane, tail, snout, and coat. Her ice-blue coat wasn't something he had ever seen before, and her purple scale mane was just as unique, but it was the way she shined like an ice sculpture in the sun that brought him up short.

"Hello, Mister Macintosh. I believe we have some business to discuss."


End file.
